NWS files exhibits noting potential stock buybacks for Class A and B

Rhea-AI Filing Summary

News Corporation filed a current report attaching two exhibits of information provided to the ASX that include forward-looking statements about the company's intent to repurchase its Class A and Class B common stock from time to time. Management describes these repurchase intentions as based on current expectations and subject to change because of market price movements, general market conditions, securities-law constraints and alternative investment opportunities. The filing emphasizes that actual results may differ materially and that the company does not undertake any obligation to update those forward-looking statements except as required by law. The item lists exhibits under financial statements and exhibits.

Positive

• Intent to repurchase both Class A and Class B common stock could support per-share metrics if executed
• Exhibits filed with ASX increase transparency about board-level repurchase considerations

Negative

• No authorization size or timing disclosed, creating uncertainty about near-term capital deployment
• Forward-looking statements are qualified and the company disclaims any obligation to update them

Insights

Corporate Finance Analyst

TL;DR: The company signals flexibility to buy back shares, which can affect capital allocation and share count.

The filing discloses an intent to repurchase both Class A and Class B common stock without specifying amounts or timing, leaving the board discretionary control over execution. Share repurchases generally reduce outstanding share count when executed and can be accretive to per-share metrics if funded from excess cash.

Key dependencies include available cash, market price, and alternative investments; because no authorization size or timeframe is disclosed, investors should note that any near-term impact is uncertain.

Legal & Compliance Specialist

TL;DR: Forward-looking language is expressly qualified and accompanied by a non-update disclaimer.

The exhibits contain forward-looking statements that are qualified by typical risk factors such as market conditions and securities-law limitations. The company explicitly disclaims any obligation to update those statements except as required by law, which preserves flexibility but limits disclosure commitments.

From a compliance perspective, the clear risk qualifiers and the exhibit attachments satisfy disclosure mechanics, but absent concrete repurchase authorization or schedule, legal exposure tied to misleading specificity appears low.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2025

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events. 

As previously reported, under each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Programs, if any. The Company also discloses information concerning the Repurchase Programs in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEWS CORPORATION (REGISTRANT)
			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: October 9, 2025

FAQ

What did News Corp (NWS) disclose in this 8-K?

The company attached two exhibits filed with the ASX that include forward-looking statements about an intent to repurchase Class A and Class B common stock.

Does the filing specify the amount or timing of share repurchases for NWS?

No; the filing states an intent to repurchase from time to time but does not provide amounts, authorization size, or a timetable.

Are the repurchase statements guaranteed to occur?

No; the statements are forward-looking, based on current expectations, and subject to market price, conditions, laws and other factors.

Will News Corp update investors if plans change?

The company states it does not undertake any obligation to update forward-looking statements except as required by law.

Where can I find the detailed materials referenced in the 8-K?

The 8-K references two exhibits provided to the ASX; the exhibits themselves contain the detailed forward-looking language.